Corporate Crime analysis: Niall Hearty assesses the possible effectiveness of recently-announced measures to target those involved in coronavirus fraud.

Traders seeking to rely on force majeure provisions in their contracts with consumers for delays in performance caused by the coronavirus (COVID-19), or to relieve them of their contractual obligations, will need to consider whether: • the term has been effectively incorporated into the contract, determined in accordance with common law principles, and • the term is fair, determined in accordance with the Consumer Rights Act 2015 (CRA 2015) If the force majeure clause has not been effectively incorporated into the contract or is unfair, it will not be enforceable against the consumer. Incorporation In order to be enforceable, a term must be properly incorporated into the B2C contract at the time the contract is made. The party seeking to rely on them must show that either the other party has specifically agreed to, or knew of, the terms (eg by showing a signature to them) or that it has done what is reasonably sufficient to give the

ARCHIVED: This Practice Note has been archived and is not maintained. Coronavirus (COVID-19) presents an unprecedented challenge to the global life sciences industry. The UK and EU regulators are working to provide continually reviewed up-to-date guidance in response to the evolving crisis, as well as to support research and development (R&D) that they hope will contain the impact of the spread. This Practice Note provides guidance as to the response of UK and EU regulators in the areas of clinical trials, inspections and the continuity of supply in medicinal products and medical devices, as well as the postponement of the implementation of Regulation (EU) 2017/745 (consolidated version 24.04.2020), the Medical Devices Regulation (MDR). It also summarises key R&D initiatives at a UK and EU level and European Commission guidance on the collection and transfusion of convalescent COVID-19 plasma. For a summary of developments and updates on coronavirus that relate to the life sciences sector,

Due to the impact of the coronavirus (COVID-19), legislation has been adopted to temporarily extend the filing deadlines in respect of a number of different entities. The Companies etc (Filing Requirements) (Temporary Modifications) Regulations 2020, SI 2020/645 (the Regulations), which came into force on 27 June 2020 and which were introduced in response to the COVID-19 pandemic, have among other matters temporarily extended the deadline for notifying changes in a limited partnership (LP) from seven to 42 days. The Regulations were issued pursuant to the Corporate Insolvency and Governance Act 2020 (CIGA 2020), which came into force on 26 June 2020. As noted above, the modifications introduced by the Regulations are temporary

Under amendments to the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, SI 2014/2936 set out in the Health and Social Care Act 2008 (Regulated Activities) (Amendment) (Coronavirus) Regulations 2021 (Regulated Activities Amendment Regulations, 2021), SI 2021/891, from 11 November 2021 a care home provider (or its ‘registered person’) will be required to ensure that a person does not enter the premises unless (with certain exemptions) they provide evidence that satisfies the registered person that they: • have completed a course of authorised coronavirus vaccination, or • should not be vaccinated for clinical reasons (ie have a medical exemption) The question of whether, and when, a care home employee who cannot provide

At present, no measures have been enacted specifically to deal with swearing affidavits in circumstances where the deponent and the officer administering the oath are required to avoid unnecessary social contact. However, the Law Society will be providing guidance on this issue imminently. Since publication of this Q&A, the Law Society has published: Our position on the use of virtual execution and e-signature during the coronavirus (COVID-19) pandemic. Thought should be given, in the first instance, to whether a sworn affidavit is strictly necessary. The court has a general power to control evidence and could exceptionally dispense with an affidavit (where it might otherwise be required) in favour of a witness statement: CPR 32.1(1)(b) and (c). A party could also apply for permission to rely on a ‘defective’ affidavit: CPR PD 32, para 25. Depending

Law360: It has been four years since the UK first entered lockdown to combat coronavirus (COVID-19), leaving offices eerily empty, shops shuttered and lawyers discussing how to argue business interruption claims.

Unlike company general meetings and annual general meetings, there are no provisions in the Companies Act 2006  regulating board meetings or prescribing who can call a board meeting or any notice period that has to be given to directors when convening a board meeting. Instead, the procedure for calling and conducting board meetings is usually set out in the articles. For comprehensive information on the convening and holding of board meetings under normal circumstances see Practice Notes: • Directors’ board meetings—fundamentals • Directors’ decision-making—convening board meetings • Directors’ decision-making—conduct at board meetings • Directors’ decision-making—written resolutions and decisions by sole directors On 26 March 2020, compulsory measures (the 'Stay at Home Measures') prohibiting, among other things, public gatherings of more than two people were passed into law in England

For information generally on the situation where an employer enters into a settlement agreement before termination that provides for the employee to be placed on garden leave during their notice period, see Practice Note: Settlement agreements in employment—practical and tax issues—Garden leave and reaffirmation (two-stage settlement). An employee whose employment is terminated by reason of redundancy will be entitled to receive their contractual notice entitlement (or their statutory entitlement, if longer) and a statutory redundancy payment calculated on the basis of their age, length of service and gross weekly pay (capped at the rate of £538 per week from 6 April 2020). See Practice Notes: • Entitlement to statutory redundancy payment • Contractual notice • Statutory minimum notice For information on the Coronavirus Job Retention Scheme (CJRS) generally, see Practice Notes: • Coronavirus

ARCHIVED: This archived Practice Note considered the impact of the coronavirus (COVID-19) pandemic on private M&A (share purchase or asset purchase) transactions. It has not been updated since May 2022. Factors affecting deal activity The coronavirus (COVID-19) pandemic will have an effect for its duration on many aspects of corporate law for legal practitioners and their clients. The impact on private M&A transactions will probably go beyond the period of the pandemic itself as regards the impact on the economy and individual businesses. Specific consequences that directly result from the pandemic include: • financial viability of conducting an acquisition—given the economic upheaval and shock to the world economy, will buyers have the necessary available funds to carry out a private M&A transaction? A potential buyer may look to maintain or bolster its cash reserves rather than seek out acquisition opportunities as a means of prudent financial management to weather the challenges of the COVID-19 pandemic • heightened transaction risk—there is increased risk for a buyer in concluding a transaction during a time of extreme volatility,

The UK government is rolling out contact tracing as part of its strategy to test, track and trace the spread of coronavirus (COVID-19) and, as much as possible, to minimise that spread. If someone tests positive for coronavirus symptoms, they will be contacted by text, email or telephone by the National Health Service (NHS), and asked to use the NHS Test and Trace website to provide personal details in addition to the names and contact details of people they have been in close contact with in the 48 hours before symptoms started. Once the person who has tested positive for symptoms has provided the requested contact

With the coronavirus (COVID-19) pandemic continuing to cause significant economic turmoil, many listed companies may need to raise funds quickly through equity capital fundraisings. Equity fundraisings can be split into two different types: pre-emptive offerings and non-pre-emptive offerings. In a pre-emptive offering, such as a rights issue or an open offer, shareholders are given the opportunity to subscribe in the fundraising pro-rata to their existing shareholdings. In a non-pre-emptive offering, such as a placing, shares are offered to selected investors and this will see the holdings of existing shareholders in the company diluted. The key types of secondary fundraisings which a listed company may consider in an emergency situation are discussed below. Placing In a placing, shares are usually offered to a selected group of institutional investors for cash. The placing is generally structured so that it falls within one of the exemptions from the requirement to publish a prospectus which saves time and cost. There is an exemption from the requirement